Terms and Conditions

For full Terms and Conditions please see below. A printable version is available here Terms and Conditions

Definitions

In this document, the following words shall have the following meanings:

Buyer means the organization or person who buys Goods from the Seller under the Contract in accordance with these Term and Conditions;

Goods means the goods (including any installment of the goods or any parts for them) which the Seller is to supply under the Contract in accordance with these Terms and Conditions;

Seller means Danload Stacking Systems Limited (A private company registered in England with limited liability under company number 10522458 whose registered office is 1 Forstal Road, Aylesford, Kent ME20 7AU);

Writing includes email, letter, fax, typing, printing, lithography, photography and other modes of representing or reproducing words in a visible form.

Basis of Sale

The Order constitutes an offer by the Buyer to purchase Goods from the Seller in accordance with these Terms and Conditions at which point and on which date this Contract shall come into existence

Once the Contract has come into existence in accordance with these Terms and Conditions, the Buyer cannot cancel or amend the Order except with the agreement in writing of the Seller. Any such agreement will be subject to the Buyer indemnifying the Seller in full against any loss (including loss of profit), costs (including cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation or amendment.

 

The conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate r which are implied by trade, practice or a course of dealing.

The Contract shall constitute the entire agreement between the parties to the exclusion of any other Terms and Conditions or any other agreement or understanding which is made or purported to be made between the Seller and the Buyer whether written or oral relating to its subject matter.

The Buyer acknowledges that it has not relied on, and shall have no rights or remedies in relation to, any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract. The Buyer’s only rights and remedies in relation to representation or warranty set out in the Contract are limited to damages for breach of contract.

Any sales literature, quotation, price list, acceptance of offer, invoice or other document o information issued by the Seller is provided solely to give an approximate idea of the Goods and shall not form part of the Contract. Any typographical, clerical or other error or omission in any such document is subject to correction without liability on the part of the Seller.

A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise a quotation at any time prior to the Seller’s acceptance of the Buyer’s order.

Description

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

Orders and Specifications

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

If the Goods are to be manufactured, designed, built or configured or any process is to be applied to the Goods by the Seller in accordance with a Specification submitted by the Buyer, the Buyer shall hold the Seller harmless and shall fully and promptly indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement if any intellectual property rights which result from the Seller’s use of the Specification.

Sample

Where a sample of Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process. 

Price & Payment

The price of the Goods shall be set out in the Quotation, or if none is quoted, the price set out in the Seller’s published price list as at the date of delivery. The price in the quotation shall only be valid for 7 days from the date of quotation, after which time it can be altered by the Seller without giving notice to the Buyer.

The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of Goods to reflect any increase in cost to the Seller which is due to;

  • Any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture);
  • Any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.

All prices are exclusive of VAT and delivery, which the Buyer shall be additionally liable to the Seller.

Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after completion of delivery of the Goods in accordance with these Terms and Conditions.

Credit terms may be offered subject to satisfactory credit vetting of the Buyer. The offer of credit will be at the discretion of the Seller.

The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled) within 30 days of the date of invoice supplied by the Seller, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by the Seller.

If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

  • Cancel the contract or suspend any further deliveries to the Buyer;
  • Refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
  • Require payment in advance of delivery in relation to any Goods not previously delivered;
  • Require immediate payment of all sums payable by the Buyer to the Seller, whether under or in connection with the Contract or otherwise and whether they have fallen due, notwithstanding any credit terms that have been previously agreed between the Buyer and Seller;
  • Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and Seller) as the Seller may think fit.

The Buyer shall pay all amounts due under the contract in full without any off set, counterclaim, deduction or withholding except as required by law.

Delivery

Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

Dates for delivery of the Goods by the Seller are approximate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.

The Seller shall have no liability for failure to deliver or delay in delivering which is caused by a Force Majeure event or the Buyer’s failure to provide adequate or accurate information or instructions. If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, the Buyer will be liable for the cost of any storage and re delivery.

Any damages, shortages, over deliveries or duplicated orders should be reported to the seller within 7 days of signed receipt to enable replacement or refund.

The Seller may deliver Goods in installments, which may be invoiced and paid for separately. Each installment shall constitute a separate contract governed by these Terms and Conditions. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other installment.

Failure to notify the Seller of the non-delivery of the Goods, or any of them, within 7 days of the due date for delivery will release the Seller from liability for claims of non-delivery.

Risk

Risk of damage to or loss of the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risks will pass when the Goods are entrusted to it or set aside for its collection whichever happens first.

Title

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

Until Title of the Goods passes to the Buyer, the Buyer shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods and maintain the Goods in satisfactory condition

Warranty/Guarantee

Subject to the conditions set out below the Seller warrants that the Goods will:

  • Correspond with the Specification at the time of delivery; and
  • Be free from material defects in material and workmanship for a period of 12 months from the date of delivery (the warranty period)

The Buyer must give written notice of a defect to the Seller within 7 days of the date of delivery if the Goods arrive with a defect. The cost of collection of the defected Goods will be paid by the Seller.

Subject to 10.5

  • the Buyer gives written notice of a defect to the Seller within 7 days in which the defect became apparent or would have become apparent on inspection or testing of the Goods;
  • The Seller is given reasonable opportunity to examine the Goods;
  • The Buyer returns the Goods to the Seller if asked to do so by the Seller, at the Buyers own cost;
  • The Seller agrees that the Goods are defective;

Then the Seller will, at its option, replace or repair any Defective Goods within the 12 month warranty.

Parts and repair within the warranty period will be paid by the Seller, however the cost of returning the Goods to the Seller must be paid by the Buyer.

The Seller shall not be liable in respect of any defect if:

  • The Buyer fails to follow he procedures set out in these Terms and Conditions in relation to defects;
  • The defect arises because of installation, operation or maintenance carried out other than in accordance with any instructions supplied orally or in writing with the Goods.
  • The price of the Goods has not been paid;
  • The Buyer makes any further use of such Goods after giving notice in accordance with clauses 10.1 and 10.2;
  • The defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;
  • The Buyer alters or repairs such Goods without written consent of the Seller;
  • The Seller has obtained written confirmation from the Buyer that the Goods were delivered in conformity to the warranty in clause 10.1; or
  • The defect arises as result of changes made to ensure they comply with applicable statutory or regulatory standards.

Cancellation and Returns

The Buyer is entitled to cancel an order of the Goods within 7 days of the order date.

All Goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required by the Buyer unless otherwise agreed, in which case the following terms apply:

Any returns must be authorised by a representative of the Seller before any credit will be given.

Where the Seller agrees to accept the return of Goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be obliged to accept any Goods that are damaged in any way.

Liability

Nothing contained in these Terms and Conditions is intended to exclude or limit the liability of the Seller to the Buyer for death or personal injury caused by the Seller’s negligence, failure to give good title to the Goods or fraudulent misrepresentation.

The Seller shall have no liability to the Buyer in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses of damages whether direct or indirect, arising out of, or in connection with the Contract:

  • Loss or damage caused by the Buyer;
  • Loss or damage incurred by the Buyer as a result of third party claims;
  • Loss of actual or anticipated profits;
  • Loss of business opportunity;
  • Loss of anticipated savings;
  • Loss of goodwill;
  • Injury to reputation; or
  • Any indirect, special or consequential loss or damage howsoever caused even if the Seller was advised of the possibility of them in advance.

The Seller’s total liability to the Buyer in respect of all other losses arising shall not exceed 100% of the price paid for the Goods supplied or, where the Buyer’s claim against the Seller concerns some, but not all of the Goods supplied, 100% of the price paid for those Goods with which the claim is concerned.

Force Majeure

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persist for such a time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

Intellectual Property

All Intellectual Property Rights (including but not limited to all database rights, rights in designs, rights in know-how, patents and rights in inventions (in all cases whether registered or unregistered and including all rights to apply for registration) and all other intellectual or industrial property rights in any jurisdiction) in any information, content, materials, data or processes belong to Danload Stacking Systems Limited. All rights of Danload Stacking Systems Limited in such Intellectual Property Rights are hereby reserved.

Relationship of Parties

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other

Assignment & subcontracting

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

Severability

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

Governing Law & Jurisdiction.

These Terms and Conditions are governed by and construed in accordance with the laws of England and Wales. Any dispute the Buyer has which relates to these Terms and Conditions will be subject to the exclusive jurisdiction of the Courts of England and Wales.